Robert Rubin

About Robert J. Rubin, MD

Independent director of Soligenix (SNGX) since October 2009; age 79. Rubin is a board-certified nephrologist and internist, former Assistant Secretary for Planning & Evaluation at HHS and Assistant Surgeon General (U.S. Public Health Service), and a Distinguished Professor of Medicine at Georgetown (appointed 2012; clinical professor 1995–2012). He holds a BA in Political Science (Williams College) and an MD from Cornell University Medical College .

Past Roles

External Roles

Board Governance

• Independence and tenure

  • Determined independent by NASDAQ standards (along with Lapointe, Parks, Zeldis) .
  • SNGX Board met 4 times in 2024; each current director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .

• Committee assignments (2024 structure)

  Committee	Role	Meetings in 2024
  Compensation	Chair	1
  Audit	Member	5
  Nominating & Corporate Governance	Member	1

• Compensation Committee interlocks

  • No compensation committee interlocks or insider participation; no member (including Chair Rubin) was an officer; no reciprocal board-service interlocks disclosed .

• Executive sessions and leadership

  • Independent directors hold executive sessions and provide feedback to the full Board; Chair/CEO roles combined at SNGX with independent oversight retained .

Fixed Compensation (Director)

• 2024 director pay for Rubin

  Component	Amount (USD)
  Fees Earned/Paid in Cash	$57,500
  Option Awards (grant-date fair value)	$22,500
  Total	$80,000

• Cash fee schedule (structure)

  Fee Type	Amount	Notes
  Board annual retainer	$35,000	Paid quarterly
  Committee chair fees	Audit $15,000; Comp $10,000; Nominating $10,000	Rubin chairs Compensation
  Committee member fees	Audit $7,500; Comp $5,000; Nominating $5,000	Rubin sits on Audit and Nominating

Rubin’s 2024 cash total ($57,500) aligns with: $35,000 Board retainer + $10,000 Compensation Chair + $7,500 Audit member + $5,000 Nominating member = $57,500 .

Performance Compensation (Director Equity)

• Annual equity policy for non-employee directors

  Feature	Policy
  Initial grant	Options to purchase 15,000 shares; fully vested on grant
  Annual re-election grant	Options with value of $30,000 (based on prior-day close); vest 25% per quarter after annual meeting

• 2024 equity recognized (Rubin)

  Metric	Value
  Option Awards (grant-date fair value)	$22,500

Director equity grants vest by service (time-based). No performance-metric conditions for director equity are disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Clinical: Board-certified nephrologist and internist; long-standing academic appointment at Georgetown .
• Policy/Management: Senior federal health policy role (HHS/USPHS); extensive leadership in health policy consulting (Lewin Group/ICF) .
• Board-level: Service at BioTelemetry (public) and Cerium (private) .

Equity Ownership

• Company shares outstanding: 3,264,346 as of Apr 21, 2025 (record date) .

Governance Assessment

• Strengths

  • Independence and engagement: Independent director; committees populated entirely by independent directors; board and committee attendance threshold met; independent director executive sessions held .
  • Role breadth: Chairs Compensation and serves on Audit and Nominating—central to oversight of pay, financial reporting, and board composition .
  • Policies: Hedging and short sales are prohibited under the Insider Trading Policy; company has an Incentive Compensation Recoupment Policy for executive officers (broader governance tone) .
  • Related parties: Company reports no related-party transactions since Jan 1, 2024 beyond disclosed employment/director compensation .

• Watch items / potential red flags

  • External interlock at Cerium: Rubin (director/Acting CMO) and SNGX director Lapointe (CEO) both serve at Cerium. While SNGX discloses no related transactions in 2024, the dual ties warrant monitoring for future conflicts (procurement, collaborations, or consulting) .
  • Say‑on‑Pay support: 78% approval at 2024 meeting—passed, but not overwhelming; as Compensation Chair, Rubin may face investor scrutiny if equity/cash mix or outcomes diverge from performance .
  • Equity plan dilution optics: Board seeks approval of a 2025 Equity Plan with an initial 6,000,000-share reserve (about 184% of shares outstanding; all equity plans combined ~188% of outstanding as of Apr 21, 2025), which may raise dilution concerns; Compensation Committee oversight is directly implicated .

• Director compensation mix and alignment

  • 2024 mix includes cash retainers/fees ($57,500) and equity option value ($22,500) under a time‑based vesting policy, aligning director incentives with shareholder value via options but without explicit performance metrics for directors .

• Attendance/engagement signals

  • Board met 4 times; Audit 5; Compensation 1; Nominating 1 in 2024; all current directors met at least the 75% attendance threshold .

Related Party / Conflicts (Disclosure Snapshot)

• No related-party transactions since Jan 1, 2024 other than employment agreements and director compensation; registration rights agreement exists with certain stockholders (company-wide disclosure) .

Director Compensation Policy (Reference)

Compensation Committee independence affirmed; external consultant (Setren & Associates) engaged for executive compensation reviews; no consultant conflicts reported .

Summary Signals for Investors

• Positive: Independent, experienced governance leader with federal policy and clinical depth; active committee leadership; attendance thresholds met; anti-hedging policy; no RPTs disclosed in 2024 .
• Monitor: Cerium interlock with another SNGX director; moderate say-on-pay support; significant equity plan authorization size could affect investor sentiment on dilution; director equity is time-based rather than performance-based .